EXHIBIT 10.1



 


REGISTRATION
RIGHTS AGREEMENT


 


THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of __________ ___, 2015 by and
among Cardax, Inc., a Delaware corporation (the “Company” or “CDXI”), and the parties listed
on Schedule I hereto (collectively, the “Investors”) as amended or supplemented by the Company to reflect
Persons that purchase securities in the Offering. Capitalized terms used but not otherwise defined herein shall have the respective
meanings ascribed to such terms in the Subscription Agreement (as defined below).


 


WHEREAS,
the Investors are purchasing securities in the Company and have requested registration rights for such securities as a condition
to purchasing such securities;


 


WHEREAS,
the Company has agreed to provide the registration and other rights set forth in this Agreement for the benefit of the Investors
to facilitate their investment in the Company; and


 


NOW
THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged by each party hereto, the parties hereby agree as follows:


 


ARTICLE
I

DEFINITIONS


 


Section
1.01Definitions. 


 


The
terms set forth below are used herein as so defined:


 


“Business
Day” means a day other than a Saturday, Sunday or other day on which banks located in New York, New York are authorized
or required by law to close.


 


“Change
of Control” shall mean either (i) the acquisition of the Company by another person or entity by means of any transaction
or series of related transactions to which the Company is a party (including, without limitation, any stock acquisition, reorganization,
merger or consolidation, but excluding any such transaction if the primary purpose of such transaction is to change the Company’s
domicile, and excluding any equity financing the primary purpose of which is to raise operating capital for the Company) that
results in a transfer of at least fifty percent (50%) of the total voting power represented by the Company’s voting securities
before such acquisition; or (ii) a sale, lease, or other conveyance of all or substantially all of the Company’s assets.


 


“Commission”
shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“Holder”
means the record holder of any Registrable Securities.


 




    	 



    	 



    

 


“Included
Registrable Securities” has the meaning specified therefore in Section 2.02(a) of this Agreement.


 


“Losses”
has the meaning specified therefore in Section 2.06(a) of this Agreement.


 


“Majority-in-Interest”
means Investors holding a majority of the Registrable Securities.


 


“Managing
Underwriter” means, with respect to any Underwritten Offering, the book-running lead manager of such Underwritten Offering.


 


“Offering”
means the private investment in public equity, or PIPE, financing of the Company that occurs in accordance with the Subscription
Agreement or any similar agreement for the private placement of securities described in the Subscription Agreement or any subsequent
offering on substantially similar terms, including any offering that may include the Company retaining a Placement Agent.


 


“Qualified
Financing” means an offering that is consummated on or prior to March 31, 2016 by the Company of securities that (x)
has aggregate gross proceeds to the Company of $250,000 or more that (y) is received by the Company on or prior to March 31, 2016.


 


“Piggyback
Registration” means a registration involving the sale of Common Stock by the Company as described further in Section
2.02(a) of this Agreement.


 


“Placement
Agent” means any broker dealer that the Company may retain in connection with the Offering.


 


“Priority
Holders” has the meaning specified therefore in Section 2.01 (c) of this Agreement.


 


“Subscription
Agreement” means any Subscription Agreement dated as of _________ ___, 2015 or any date prior to such date between the
Company and the investors named therein.


 


“Registrable
Securities” means, with respect to any Holder (i) any and all shares of Company Common Stock which are owned by such
Holder as of the Consummation Date (as hereinafter defined), (ii) any shares of Company Common Stock issuable upon exercise or
exchange of any securities of the Company, including, but not limited to, the Common Stock issued upon exercise of the warrants
purchased under the Subscription Agreement, which are owned by such Holder as of the Consummation Date, (iii) any shares of Company
Common Stock issuable to the Placement Agent or its assigns upon exercise of warrants issued to the Placement Agent in connection
with the private placement of shares of Common Stock and warrants or the Offering; and (iv) any securities of the Company issued
in respect of the shares of Company Common Stock issued or issuable to any of the Holders by way of stock dividend or stock split
or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise and
any shares of Company Capital Stock issuable upon exercise or exchange thereof, in each case to the extent relating to any securities
of the Company which were owned by such Holder as of the Consummation Date, each of which Registrable Securities described under
(i) through (iii) above are subject to the rights provided herein until such rights terminate pursuant to the provisions hereof.


 




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“Registration
Expenses” has the meaning specified therefore in Section 2.05(a) of this Agreement.


 


“Registration
Statement” means a registration statement under the Securities Act to permit the resale of the Registrable Securities.


 


“Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as may be amended from time to time.


 


“Rule
145” means Rule 145 promulgated by the Commission pursuant to the Securities Act, as may be amended from time to time.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Selling
Expenses” has the meaning specified therefore in Section 2.05(a) of this Agreement.


 


“Selling
Holder” means a Holder who is selling Registrable Securities pursuant to a Registration Statement by the Company in
accordance with the provisions of this Agreement.


 


“Underwritten
Offering” means an offering (including an offering pursuant to a Registration Statement) in which Common Stock is sold
to an underwriter on a firm commitment basis for reoffering to the public or an offering that is a “bought deal” with
one or more investment banks.


 


Section
1.02Registrable Securities. Any Registrable Security will cease to be a Registrable Security (a) when a Registration
Statement covering such Registrable Security has been declared effective by the Commission and such Registrable Security has been
sold or disposed of pursuant to such effective Registration Statement, (b) when such Registrable Security is held by the Company
or one of its subsidiaries, (c) when such Registrable Security has been sold in a private transaction in which the transferor’s
rights under this Agreement are not assigned to the transferee of such securities. 


 


ARTICLE
II

REGISTRATION RIGHTS


 


Section
2.01(a)Timing of Registration. As soon as practicable following March 31, 2016 or the final closing date of a Qualified
Financing (the “Consummation Date”), but in any event within thirty (30) days thereof, the Company shall use
its commercially reasonable efforts prepare and file a Registration Statement under the Securities Act with respect to all of
the Registrable Securities. The Company shall use its commercially reasonable efforts to cause such Registration Statement to
become effective no later than sixty (60) days after the date of the initial filing of the Registration Statement. If a prospectus
supplement will be used in connection with the marketing of an Underwritten Offering from the Registration Statement and the Managing
Underwriter at any time shall notify the Company in writing that, in the reasonable judgment of such Managing Underwriter, inclusion
of detailed information to be used in such prospectus supplement is of material importance to the success of the Underwritten
Offering of such Registrable Securities, the Company shall use its commercially reasonable efforts to include such information
in the prospectus, it being acknowledged and agreed that the Company will not be required to provide any confidential information
under any material agreement or disclose information for that has not been disclosed in its filings due to confidential treatment
with the SEC. The Company will cause the Registration Statement filed pursuant to this Section 2.01 to be continuously effective
under the Securities Act, until there are no longer any Registrable Securities outstanding, but in any event no longer than such
time as counsel for the Company is willing to issue a legal opinion, in a form acceptable to the transfer agent for the Company,
that the Registrable Securities held by the Investors (assuming that no Investor is an Affiliate of the Company or has transferred
or assigned their Registrable Securities) may be sold pursuant to Section 4(1) of the Securities Act, and the safe harbor provided
under Rule 144. The number of Registrable Securities that will be included will be the fullest amount that is permitted and if
the Company is required to not include Registrable Securities because of applicable law, then the number not included in the Registration
Statement will be determined on a pro rata basis.


 




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(b)Delay
Rights. Notwithstanding anything to the contrary contained herein, the Company may, upon written notice to any Selling Holder
whose Registrable Securities are included in the Registration Statement, suspend such Selling Holder’s use of any prospectus
which is a part of the Registration Statement (in which event the Selling Holder shall discontinue sales of the Registrable Securities
pursuant to the Registration Statement) if (i) the Company is pursuing an acquisition, merger, reorganization, disposition or
other similar transaction and the Company’s independent directors determine in good faith that the Company’s ability
to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction
in the Registration Statement or (ii) the Company has experienced some other material non-public event the disclosure of which
at such time, in the good faith judgment of the Company’s directors, would materially adversely affect the Company; provided,
however, in no event shall the Registration Statement be suspended for a period exceeding an aggregate of ninety
(90) days in any three hundred sixty five (365)-day period. Upon disclosure of such information or the termination of the condition
described above, the Company shall provide prompt notice to the Selling Holders whose Registrable Securities are included in the
Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other
actions to permit registered sales of Registrable Securities as contemplated in this Agreement.


 


(c)Priority
to Purchasers in a Qualified Financing. The parties to this Agreement acknowledge that the Company may consummate a Qualified
Financing or any offering of securities to be part of a Qualified Financing (the “Proposed Subsequent Offering”)
and that under the terms of the Subscription Agreement, a Holder may elect to participate in the Proposed Subsequent Offering
on substantially similar terms. The Company expects to provide the purchasers of securities in a Proposed Subsequent Offering
rights to register securities purchased in the Proposed Subsequent Offering under the Securities Act and grant a priority to such
purchasers (“Priority Holders”). Notwithstanding any provision of this Agreement to the contrary: (i) the rights
of the Holders to require that the Company register Registrable Shares shall be subject to the rights and priorities of the Priority
Holders; (ii) the Company will request that the Holders have the right to register their Registrable Securities on pari passu
basis with the Priority Holders; and (iii) any Holder that duly exercises its Anti-Dilution Right under its Subscription Agreement
will terminate its rights under this Agreement and have the same rights to register its securities as the purchasers in the Proposed
Subsequent Offering.


 




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Section
2.02Piggyback Rights. 


 


(a)Participation.
If at any time after the Consummation Date, the Company proposes to file a registration statement for the sale of Common Stock
in an Underwritten Offering for its own account and/or a Priority Holder, then as soon as practicable but not less than ten Business
Days prior to the filing of such registration statement, the Company shall give notice of such proposed Underwritten Offering
to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of
Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (but
only to the extent that such Registrable Securities are not then subject to lock-up provisions under any lock-up or similar agreement);
provided, however, that if the Company has been advised by the Managing Underwriter that the inclusion
of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution
of the Common Stock offered by the Company under such registration statement or if the registration rights granted by the Company
to the Priority Holders require that the securities held by the Priority Holders be given priority, then the amount of Registrable
Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). The notice
required to be provided in this Section 2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.02 hereof
and receipt of such notice shall be deemed to be received by Holders on the next Business Day. Holder shall then have three (3)
Business Days after such deemed receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering
by providing a written notice (“Piggy Back Registration Notice”) to the Company within such period. If no Piggy
Back Registration Notice from a Holder is received within the specified time, then such Holder shall have no further right to
participate in such Underwritten Offering. If a Holder decides not include some or all of its Registrable Securities in any registration
statement filed by the Company as described in this Section 2.02(a) as stated in the Piggy Back Registration Notice, such Holder
shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or
registration statements as may be filed by the Company with respect to the offering by the Company of its securities, all upon
the terms and conditions set forth herein. If, at any time after giving written notice of its intention to undertake an Underwritten
Offering and prior to the closing of such Underwritten Offering, the Company shall determine for any reason not to undertake or
to delay such Underwritten Offering, the Company may, at its election, give written notice of such determination to the Holders
the timely provided a Piggy Back Registration Rights Agreement and, (x) in the case of a determination not to undertake such Underwritten
Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten
Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any
Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the
right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such
offering by giving written notice to the Company of such withdrawal up to and including the Business Day immediately preceding
the Business Day on which the underwriters price such offering. 


 




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(b)Priority
of Piggyback Rights. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Company Common Stock
included in an Underwritten Offering involving Included Registrable Securities advises the Company that the total amount of Company
Common Stock that the Selling Holders and any other persons intend to include in such offering exceeds the number that can be
sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Company Common
Stock offered or the market for the Company Common Stock or if the rights provided by the Company to Priority Holders do not permit
inclusion of the Registrable Shares held by the Holders, then the Company Common Stock to be included in such Underwritten Offering
shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises the Company can be sold
without having such adverse effect or such Registrable Shares held by the Holders that may be permitted under such agreement or
agreements by the Company and the Priority Holders, with such number to be allocated (i) first, to the Company and (ii) second,
pro rata among the Selling Holders who have requested participation in such Underwritten Offering and any other person holding
Company securities who may also be including any such securities for sale in such Underwritten Offering based, for each Selling
Holder or other person, on the fraction derived by dividing (x) the number of shares of Company Common Stock proposed to be sold
by such Selling Holder or other person in such Underwritten Offering by (y) the aggregate number of shares of Company Common Stock
proposed to be sold by all Selling Holders and other persons in such Underwritten Offering. For clarity, the Managing Underwriter
or Underwriters (and the Company in order to not breach its agreement with a Priority Holder) shall have the ability to fully
cut back any Registrable Securities in connection with the Underwritten Offering without limiting the shares of Common Stock or
other securities to be registered in such Underwritten Offering. If any Selling Holder or other person does not agree to the terms
of any such underwriting, such Selling Holder or other person, as the case may be, may be excluded from the Underwritten Offering
by written notice from the Company or the Managing Underwriter. Any Registrable Securities or other Company securities excluded
or withdrawn from such underwriting shall be withdrawn from such registration. To facilitate the allocation of shares in accordance
with the above provisions, the Company or the Managing Underwriter or Underwriters may round the number of shares allocated to
any Holder to the nearest one hundred (100) shares. If shares are so withdrawn from the registration and if the number of shares
of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors, the Company
shall then offer to all persons who have retained the right to include securities in the registration the right to include additional
securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated
among the Selling Holders or other person or persons requesting additional inclusion in accordance with the formula contained
in this Section 2.02(b). The Company shall have the right to terminate or withdraw any registration initiated by it under this
Section 2.02 at any time whether or not any Holder has elected to include securities in such registration. 


 


(c)Notwithstanding
the provisions of this Section 2.02, the Company shall not have any obligation under this Section 2.02 if a Registration Statement
permitting the sale the Registrable Securities has been effective or from and after the date that is 6 months after the Consummation
Date. 


 


(d)Notwithstanding
any provision of this Agreement to the contrary, the Company shall not have any obligation under this Section 2.02 to register
any Registrable Securities with respect to any registration of securities by the Company under Registration Statement (registration
number 33-195745) or any registration of securities with respect to a merger of Cardax Pharmaceuticals, Inc. with and into the
Company or any subsidiary of the Company.


 




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Section
2.03Sale Procedures. In connection with its obligations contained in Section 2.01, the Company will:


 


(a)prepare
and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection
therewith as may be necessary to keep the Registration Statement effective and as may be necessary to comply with the provisions
of the Securities Act with respect to the disposition of all securities covered by the Registration Statement;


 


(b)furnish
to each Selling Holder (i) as far in advance as reasonably practicable before filing the Registration Statement or any other registration
statement contemplated by this Agreement or any supplement or amendment thereto, upon request, copies of reasonably complete drafts
of all such documents proposed to be filed, and provide each such Selling Holder five (5) Business Days to object in writing to
any information pertaining to such Selling Holder and its plan of distribution that is contained therein and make the corrections
reasonably requested by such Selling Holder with respect to such information prior to filing the Registration Statement or such
other registration statement or supplement or amendment thereto, and (ii) such number of copies of the Registration Statement
or such other registration statement and the prospectus included therein and any supplements and amendments thereto as such persons
may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities covered by such
Registration Statement or other registration statement;


 


(c)if
applicable, use its commercially reasonable efforts to register or qualify the Registrable Securities covered by the Registration
Statement or any other registration statement contemplated by this Agreement under the securities or blue sky laws of such jurisdictions
as the Selling Holders or, in the case of an Underwritten Offering, the Managing Underwriter, shall reasonably request, provided,
however, that the Company will not be required to qualify generally to transact business in any jurisdiction
where it is not then required to so qualify or to take any action which would subject it to general service of process in any
such jurisdiction where it is not then so subject;


 


(d)promptly
notify each Selling Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act,
of (i) the filing of the Registration Statement or any other registration statement contemplated by this Agreement or any prospectus
or prospectus supplement to be used in connection therewith, or any amendment or supplement thereto, and, with respect to such
Registration Statement or any other registration statement or any post-effective amendment thereto, when the same has become effective,
and (ii) any written comments from the Commission with respect to any filing referred to in clause (i) and any written request
by the Commission for amendments or supplements to the Registration Statement or any other registration statement or any prospectus
or prospectus supplement thereto;


 




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(e)immediately
notify each Selling Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act,
of (i) the happening of any event as a result of which the prospectus or prospectus supplement contained in the Registration Statement
or any other registration statement contemplated by this Agreement, as then in effect, includes an untrue statement of a material
fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading
in the light of the circumstances then existing, (ii) the issuance or overt threat of issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or any other registration statement contemplated by this Agreement,
or the initiation of any proceedings for that purpose, or (iii) the receipt by the Company of any notification with respect to
the suspension of the qualification of any Registrable Securities for sale under the applicable securities or blue sky laws of
any jurisdiction. Following the provision of such notice, the Company agrees to as promptly as practicable amend or supplement
the prospectus or prospectus supplement or take other appropriate action so that the prospectus or prospectus supplement does
not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading in the light of the circumstances then existing and to take such other action as
is necessary to remove a stop order, suspension, threat thereof or proceedings related thereto;


 


(f)otherwise
use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission;


 


(g)make
available to the appropriate representatives of the Managing Underwriter and Selling Holders access to such information and the
Company personnel as is reasonable and customary to enable such parties to establish a due diligence defense under the Securities
Act; provided, however, that the Company need not disclose any information to any such representative
unless and until such representative has entered into a confidentiality agreement with the Company;


 


(h)cause
all such Registrable Securities registered pursuant to this Agreement to be listed on each securities exchange or nationally recognized
quotation system on which similar securities issued by the Company are then listed;


 


(i)use
its commercially reasonable efforts to cause the Registrable Securities to be registered with or approved by such other governmental
agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable the Selling Holders
to consummate the disposition of such Registrable Securities;


 


(j)provide
a transfer agent and registrar for all Registrable Securities covered by such registration statement not later than the effective
date of such registration statement; and


 


(k)enter
into customary agreements and take such other actions as are reasonably requested by the Selling Holders or the underwriters,
if any, in order to expedite or facilitate the disposition of such Registrable Securities.


 




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Each
Selling Holder, upon receipt of notice from the Company of the happening of any event of the kind described in subsection (e)
of this Section 2.04, shall forthwith discontinue disposition of the Registrable Securities until such Selling Holder’s
receipt of the copies of the supplemented or amended prospectus contemplated by subsection (e) of this Section 2.04 or until it
is advised in writing by the Company that the use of the prospectus may be resumed, and has received copies of any additional
or supplemental filings incorporated by reference in the prospectus, and, if so directed by the Company, such Selling Holder will,
or will request the managing underwriter or underwriters, if any, to deliver to the Company (at the Company’s expense) all
copies in their possession or control, other than permanent file copies then in such Selling Holder’s possession, of the
prospectus covering such Registrable Securities current at the time of receipt of such notice.


 


Each
Holder shall provide all information that is reasonably requested by the Company with respect to the selling stockholder information
that is required to be included in a Registration Statement and matters to determine the accuracy of the information that is required
to be so disclosed (the “Selling Stockholder Information”). Notwithstanding any provisions of this Agreement to the
contrary, the Company shall not be required to include any Registrable Shares of any Holder in any Registration Statement if such
Holder does not provide in writing confirmation as to the Selling Stockholder Information of such Holder and the Holder shall
no longer have any rights under Section 2.01 or 2.04 if such Holder does not timely respond to such request for Selling Stockholder
Information or does not provide such confirmation with respect to the Registration Statement that is filed in accordance with
Section 2.01.


 


Section
2.04Expenses.


 


(a)Certain
Definitions. “Registration Expenses” means all expenses incident to the Company’s performance under
or compliance with this Agreement to effect the registration of Registrable Securities under the Registration Statement pursuant
to Section 2.01 or an Underwritten Offering pursuant to Section 2.02 and the disposition of such securities, including, without
limitation, all registration, filing, securities exchange listing and annual maintenance fees, all registration, filing, qualification
and other fees and expenses of complying with securities or blue sky laws, fees of the Financial Industry Regulatory Authority,
transfer taxes and fees of transfer agents and registrars, all word processing, duplicating and printing expenses, the fees and
disbursements of counsel and independent public accountants for the Company, including the expenses of any special audits or “cold
comfort” letters required by or incident to such performance and compliance. Except as otherwise provided in Section 2.05
hereof, the Company shall not be responsible for legal or other professional or similar fees incurred by Holders in connection
with the exercise of such Holders’ rights hereunder. In addition, the Company shall not be responsible for any “Selling
Expenses,” which means all underwriting fees, discounts and selling commissions allocable to the sale of the
Registrable Securities under the Registration Statement.


 


(b)Expenses.
The Company will pay all reasonable Registration Expenses as determined in good faith, including, in the case of an Underwritten
Offering, whether or not any sale is made pursuant to such Underwritten Offering. Each Selling Holder shall pay all Selling Expenses
in connection with any sale of its Registrable Securities hereunder and pay all taxes related to the sale of the securities.


 




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Section
2.05Indemnification.


 


(a)By
the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement,
the Company will indemnify and hold harmless each Selling Holder thereunder, its directors and officers, and each underwriter,
pursuant to the applicable underwriting agreement with such underwriter, of Registrable Securities thereunder and each person,
if any, who controls such Selling Holder or underwriter within the meaning of the Securities Act and the Exchange Act, against
any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively,
“Losses”), joint or several, to which such Selling Holder or underwriter or controlling person may become subject
under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced
or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material
fact contained in the Registration Statement or any other registration statement contemplated by this Agreement, any preliminary
prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements
therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse
each such Selling Holder, its directors and officers, each such underwriter and each such controlling person for any legal or
other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings;
provided, however, that the Company will not be liable in any such case if and to the extent that any such Loss
arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity
with information furnished by such Selling Holder, such underwriter or such controlling person in writing specifically for use
in the Registration Statement or such other registration statement, or prospectus supplement, as applicable. Such indemnity shall
remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder or any such director,
officer or controlling person, and shall survive the transfer of such securities by such Selling Holder.


 


(b)By
Each Selling Holder. Each Selling Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, its
directors and officers, and each person, if any, who controls the Company within the meaning of the Securities Act or of the Exchange
Act to the same extent as the foregoing indemnity from the Company to the Selling Holders, but only with respect to information
regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in the Registration
Statement or prospectus supplement relating to the Registrable Securities, or any amendment or supplement thereto; provided,
however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of
the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving
rise to such indemnification.


 




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(c)Notice.
Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall,
if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing
thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any
indemnified party other than under this Section 2.06. In any action brought against any indemnified party, it shall notify the
indemnifying party of the commencement thereof. The indemnifying party shall be entitled to participate in and, to the extent
it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party and,
after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof,
the indemnifying party shall not be liable to such indemnified party under this Section 2.06 for any legal expenses subsequently
incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of
liaison with counsel so selected; provided, however, that, (i) if the indemnifying party has failed to assume
the defense and employ counsel or (ii) if the defendants in any such action include both the indemnified party and the indemnifying
party and counsel to the indemnified party shall have concluded that there may be reasonable defenses available to the indemnified
party that are different from or additional to those available to the indemnifying party, or if the interests of the indemnified
party reasonably may be deemed to conflict with the interests of the indemnifying party, then the indemnified party shall have
the right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense of such action,
with the reasonable expenses and fees of such separate counsel and other reasonable expenses related to such participation to
be reimbursed by the indemnifying party as incurred. Notwithstanding any other provision of this Agreement, no indemnified party
shall settle any action brought against it with respect to which it is entitled to indemnification hereunder without the consent
of the indemnifying party, unless the settlement thereof imposes no liability or obligation on, and includes a complete and unconditional
release from all liability of, the indemnifying party.


 


(d)Contribution.
If the indemnification provided for in this Section 2.06 is held by a court or government agency of competent jurisdiction to
be unavailable to any indemnified patty or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying
party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party
as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one
hand and of such indemnified party on the other in connection with the statements or omissions which resulted in such Losses,
as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling
Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received
by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the
indemnifying party on the one hand and the indemnified party on the other shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact
has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be
just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method
of allocation which does not take account of the equitable considerations referred to herein. The amount paid by an indemnified
party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other
expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss which is the subject
of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who is not guilty of such fraudulent misrepresentation.


 




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(e)Other
Indemnification. The provisions of this Section 2.06 shall be in addition to any other rights to indemnification or contribution
which an indemnified party may have pursuant to law, equity, contract or otherwise.


 


Section
2.06Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission
that may permit the sale of the Registrable Securities to the public without registration, the Company agrees to use its commercially
reasonable efforts to:


 


(a)Make
and keep public information regarding the Company available, as those terms are understood and defined in Rule 144 of the Securities
Act, at all times from and after the date hereof;


 


(b)File
with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the
Exchange Act at all times from and after the date hereof, and


 


(c)So
long as a Holder owns any Registrable Securities, furnish to such Holder forthwith upon request a copy of the most recent annual
or quarterly report of the Company, and such other reports and documents so filed as such Holder may reasonably request in availing
itself of any rule or regulation of the Commission allowing such Holder to sell any such securities without registration; provided
that the Company’s obligations pursuant to this Section 2.07(c) shall be deemed satisfied with respect to any document that
is publicly available, free of charge, on the Commission’s EDGAR website. 


 


Section
2.07Transfer or Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities
granted to the Investors by the Company under this Article II may be transferred or assigned by any Investor to one or more transferee(s)
or assignee(s) of at least one thousand (1,000) shares of Registrable Securities or to an Affiliate of such Investor. The Company
shall be given written notice prior to any said transfer or assignment, stating the name and address of each such transferee and
identifying the securities with respect to which such registration rights are being transferred or assigned. Each such transferee
shall assume in writing responsibility for its portion of the obligations of such Investor under this Agreement be executing a
counterpart signature page hereto pursuant to which such transferee agrees to be bound by all terms and conditions contained in
this Agreement.


 


Section
2.08Limitation on Subsequent Registration Rights. From and after the date hereof, the Company shall not (except in
connection with the issuance of securities as consideration to the sellers of any Company or business acquired by the Company),
without the prior written consent of the a Majority-in-Interest of the Investors (or their respective permitted assignees), enter
into any agreement with any current or future holder of any securities of the Company that alters, restricts, or otherwise limits
the registration rights granted hereunder or that would allow such current or future holder to require the Company to include
securities in any registration statement filed by the Company on a basis that is superior (as opposed to pari passu) in
any way to the registration rights granted to the Investors hereunder; provided, that the Company may register the securities
that are subject to a registration statement (registration number 33-195745) or any registration of securities with respect to
a merger of Cardax Pharmaceuticals, Inc. with and into the Company or any subsidiary of the Company.


 







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ARTICLE
III

MISCELLANEOUS


 


Section
3.01Termination. This Agreement shall terminate upon the earlier of: (a) with respect to a particular Holder, from
and after the date that is six months after the Consummation Date, assuming that the Company has complied with its obligations
under Section 2.07, and all of the Registrable Securities may be sold assuming that the Investors are the only Holders and no
such Holder is an Affiliate (as defined by the Securities Act) of the Company, (b) a Change of Control, but only as long as all
Registrable Securities (or any securities for which such Registrable Securities are exchanged in such transaction) may be sold
by the Holder or Holders thereof without restriction pursuant to Rule 144 or Rule 145 immediately following the closing of such
Change of Control or the Registrable Securities are exchanged for securities that are registered under the Securities Act or for
cash consideration, (c) five (5) years following the date first set forth above; or (d) if a registration statement covering the
Registrable Securities has been filed and declared effective, then three (3) years following the date first set forth above or
the date that warrants purchased under the Subscription Agreement that represent 80% of the Registrable Shares underlying such
warrants have been exercised.


 


Section
3.02Communications. All notices and other communications provided for or permitted hereunder shall be made in writing
by facsimile, courier service or personal delivery:


 


(a)if
to an Investors, to the address set forth under such Investor’s signature block in accordance with the provisions of this
Section 3.02,


 


(b)if
to a transferee of the Investor, to such transferee at the address provided pursuant to Section 2.08 above, and


 


(c)if
to the Company, to the address set forth under the Company’s signature block in accordance with the provisions of this Section
3.02.


 


All
such notices and communications shall be deemed to have been received at the time delivered by hand, if personally delivered;
when receipt acknowledged, if sent via facsimile or sent via Internet electronic mail; and when actually received, if sent by
any other means.


 


Section
3.03Effectiveness. This Agreement shall be effective automatically and without further action on the part of any party
hereto on the final closing date of the Offering as conclusively determined by the Company. Any person that purchases securities
issues by the Company in any closing related to the Offering may become a party to this Agreement.


 


Section
3.04Amendments and Waivers. This Agreement may be amended, and any provision of it may be waived, only by a written
agreement executed by the Company and a Majority-in-Interest of the Investors; provided, however, that no such consent
shall be required to amend this Agreement to add as parties Investors purchasing Company securities in the Offering.


 




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Section
3.05Successor and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted
assigns of each of the parties, including subsequent Holders of Registrable Securities to the extent permitted herein.


 


Section
3.06Assignment of Rights. All or any portion of the rights and obligations of the Investors under this Agreement may
be transferred or assigned by the Investors in accordance with Section 2.08 hereof.


 


Section
3.07Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under this Agreement
are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the
performance of the obligations of any other Investor under this Agreement or the Subscription Agreement. Nothing contained herein,
and no action taken by any Investor pursuant hereto shall be deemed to constitute the Investors as a partnership, an association,
a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or a
group with respect to such obligations or the transactions contemplated by this Agreement or the Subscription Agreement. Each
Investor acknowledges that no other Investor has acted as agent for such Investor in connection with enforcing its rights and
obligations under this Agreement. Each Investor will be entitled to independently protect an enforce its rights, including without
limitation the rights arising out of this Agreement and it shall not be necessary for any other Investor to be joined as an additional
party in any proceeding for such purpose. The Company acknowledges that each of the Investors has been provided with the same
Agreement for the purpose of closing a transaction with multiple Investors and not because it was required or requested to do
so by any Investor.


 


Section
3.08Aggregation of Purchased Common Stock. All Company Common Stock held or acquired by persons who are Affiliates
of one another shall be aggregated together for the purpose of determining the availability of any rights under this Agreement.


 


Section
3.09Recapitalization, Exchanges, etc. Affecting the Common Stock. The provisions of this Agreement shall apply to the
full extent set forth herein with respect to any and all securities of the Company or any successor, assign or acquirer of the
Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for or
in substitution of, the Registrable Securities, and shall be appropriately adjusted for combinations, recapitalizations and the
like occurring after the date of this Agreement.


 


Section
3.10Specific Performance. Damages in the event of breach of this Agreement by a party hereto may be difficult, if not
impossible, to ascertain, and it is therefore agreed that each such person, in addition to and without limiting any other remedy
or right it may have, will have the right to an injunction or other equitable relief in any court of competent jurisdiction, enjoining
any such breach, and enforcing specifically the terms and provisions hereof, and each of the parties hereto hereby waives any
and all defenses it may have on the ground of lack of jurisdiction or competence of the court to grant such an injunction or other
equitable relief. The existence of this right will not preclude any such person from pursuing any other rights and remedies at
law or in equity which such person may have.


 




    	14



    	 



    

 


Section
3.11Counterparts; Facsimile Signatures. This Agreement may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an
original and all of which counterparts, taken together, shall constitute but one and the same Agreement. Facsimile or other electronically
transmitted signatures, including by email attachment, shall be deemed originals for all purposes of this Agreement.


 


Section
3.12Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise
affect the meaning hereof.


 


Section
3.13Governing Law. The laws of the State of California shall govern this Agreement without regard to principles of
conflict of laws.


 


Section
3.14Severability of Provisions. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof or affecting or impairing the validity or enforceability of such provision in any other jurisdiction.


 


Section
3.15Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended
to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter
contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein
with respect to the rights granted by the Company set forth herein. This Agreement supersedes all prior agreements and understandings
between the parties with respect to such subject matter.


 


Section
3.16No Presumption. If any claim is made by a party relating to any conflict, omission, or ambiguity in this Agreement,
no presumption or burden of proof or persuasion shall be implied by virtue of the fact that this Agreement was prepared by or
at the request of a particular party or its counsel.


 


[SIGNATURE
PAGES FOLLOW]


 




    	15



    	 



    

 


IN
WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Registration Rights Agreement on the date
first written above.


 


	 	CARDAX,
    INC.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 



	 	With
    a copy to:
	 	 	 
	 	 	Herrick, Feinstein
    LLP
	 	 	2 Park Ave
	 	 	New York, NY 10016
	 	 	Facsimile: (212)
    592-1500
	 	 	Attention: Richard
    Morris
	 	 	 
	 	and	 
	 	 	 
	 	 	Cardax, Inc.
	 	 	2800 Woodlawn
    Drive
	 	 	Honolulu, HI 96822
	 	 	Facsimile: (808)
    237-5901
	 	 	Attention: David
    G. Watumull, CEO


 


[Signatures
of the Investors on the Following Pages]


 




    	16



    	 



    

 


Signature
page of an Investor to the Registration Rights Agreement


 


	If
    the Investor is an individual:	 	If
    the Investor is not an individual:
	 	 	 
	 	 	 Name of Investor
	Print Name:	 	


	 	 	
	 	By:	
	 	Name:	
	 	Title:	


	Address
    for notices:	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


	 	 
	Facsimile:	 	 
	 	 
	Email:	 	 



 



    	 



    	 



    

 


Schedule
I


Schedule
of Investors


 


	Investor
        Name, Address and Other 

        Information

        (retained
        by the Company)